The UK High Court recently considered interpretation of an indemnity clause in a share purchase agreement for the acquisition of an insurance broker. The indemnity related to the mis-selling of insurance products. The seller argued that the clause only indemnified the purchaser for liability arising directly from claims or complaints from insureds (and not as a result of the seller itself notifying the FSA of potential issues and ultimately agreeing to a redress scheme – which it did). The Court rejected that interpretation and the seller was required to pay almost Stg£2.5 million to the purchaser. In reaching its decision, the Court relied on the structure and wording of the particular clause but also the wider commercial and regulatory context. The case highlights the importance of clearly drafted indemnity clauses in share purchase agreements in the context of the sale and purchase of regulated firms (in this case, an insurance sector firm).